11 November 2019

Valartis Share buy-back programme at a fixed price, 2nd stage: 28 October 2019 - 8 November 2019

A total of 239,436 registered shares were tendered to Valartis as part of the fixed-price share buyback offer.

PUBLICATION OF TRANSACTIONS

Transaction Report as of 28 October 2019 to 8 November 2019 download

As part of the share buyback offer submitted by the Board of Directors of Valartis Group AG on 21 October 2019 for a maximum of 111,000 registered shares (2.33 percent of the current share capital) at a fixed price of CHF 10.00 per registered share for the purpose of capital reduction, Valartis was tendered a total of 239,436 registered shares during the offer period from 28 October 2019 to 8 November 2019 (11.00 a.m. CET). As the number of registered shares tendered exceeded the volume of the buyback offer, the registered shares were repurchased from the tendering shareholders on a pro rata basis, i.e. the tender was reduced on a pro rata basis to a maximum of 111,000 registered shares.

Payment of the net price (repurchase price less Swiss federal withholding tax on the difference between the repurchase price and the par value) and delivery of the registered shares took place on 12 November 2019.

The Board of Directors will propose to the Annual General Meeting on 19 May 2020 a capital reduction by cancellation of the registered shares repurchased under the two share buyback programmes 2019 for a total amount of 470,000 shares.

VALARTIS SHARE BUY-BACK PROGRAMME AT A FIXED PRICE

Following receipt of regulatory approval, Valartis Group AG announced on 21 October 2019 its share buy-back programme:

The Annual General Meeting of Valartis Group AG, rue de Romont 29/31, 1700 Fribourg FR, (“Valartis” or the “Company”) on 14 May 2019 decided to buy back own shares up to a maximum amount of 470,000 shares either via a separate trading line on SIX Swiss Exchange AG or by other means. Based on this approval, the Board of Directors of Valartis Group AG has decided to repurchase the maximum amount in two stages. As part of the share buyback offer submitted by the Board of Directors on 28 May 2019 for a maximum of 359,000 registered shares at a fixed price of CHF 10.30 per registered share, Valartis was tendered a total of 432,966 registered shares during the offer period from 11 June 2019 to 25 June 2019 and the offer was reduced proportionately to a maximum of 359,000 registered shares (1st stage). On the basis of the resolution of the Annual General Meeting of 14 May 2019, the Board of Directors decided to buy back a maximum of 111,000 registered shares at a fixed price (2nd stage; the “buyback programme” or the “buyback offer”). This corresponds to a maximum of 2.33 percent of the currently registered capital of CHF 4,769,295.00, divided into 4,769,295 registered shares with a par value of CHF 1.00 each, and the voting rights.

The Board of Directors will propose a capital reduction by cancellation of the registered shares repurchased under the 1st and 2nd stages to the Annual General Meeting on 19 May 2020.

Ordinary trading in Valartis registered shares under security number 36,742,768 will not be affected by this measure and will continue normally. A Valartis shareholder willing to sell therefore has the choice of either selling Valartis shares in normal trading during the offer period or tendering Valartis shares at a fixed price as part of the repurchase offer.

The conditions contained in TOB Circular No. 1 on buyback programmes are complied with.

SCOPE OF THE BUYBACK OFFER

A maximum of 111,000 registered shares will be repurchased at a fixed price. If the number of registered shares tendered exceeds the volume of the repurchase offer, the registered shares will be repurchased by the tendering shareholders on a pro rata basis, i.e. the repurchase offer will be reduced on a pro rata basis.

BUYBACK PRICE

The repurchase price for the registered shares tendered at a fixed price under the repurchase offer is CHF 10.00. The repurchase price is subject to Swiss withholding tax on the difference between the repurchase price and the nominal value.

DURATION OF BUYBACK

The buyback offer at a fixed price is valid from 28 October 2019 until 8 November 2019.

TENDER AND BLOCKING

The selling shareholders should contact their bank or Banque Cramer & Cie SA in Zurich. Registered shares tendered will be blocked by the respective custodian bank and can no longer be traded.

PUBLICATION OF THE RESULT

Valartis announces the result of the buyback offer at a fixed price on 11 November 2019 on this website and by delivery to at least two electronic media, including a possible reduction of tender offers if these exceed the maximum buyback offer.

PAYMENT OF NET PRICE AND TITLE DELIVERY

Payment of the net price (repurchase price less federal withholding tax on the difference between the repurchase price and the nominal value) and delivery of the registered shares takes place on 12 November 2019.

BANK COMMISSIONED

Valartis has commissioned Banque Cramer & Cie SA (www.banquecramer.ch) to carry out the buyback offer at a fixed price

REGISTERED SHARES OF VALARTIS GROUP AG

Swiss Securities No
ISIN
Ticker
36,742,768
CH0367427686
VLRT

Ordinary trading in Valartis registered shares under security number 36,742,768 will not be affected by this programme and will continue normally. A Valartis shareholder willing to sell therefore has the choice of either selling Valartis shares in normal trading during the offer period or tendering Valartis shares at a fixed price as part of the repurchase offer.

TAXES

The federal withholding tax is 35 percent of the difference between the repurchase price of the shares and their nominal value. The tax is deducted from the repurchase price by the repurchasing company or its appointed bank for the attention of the Swiss Federal Tax Administration. Persons domiciled in Switzerland are entitled to a refund of withholding tax if, at the time the repurchase offer was announced, they had the right to use the shares, provided they prove this to the Federal Tax Administration in the refund procedure and declared the income in their tax return or duly booked it as income. Cases of tax avoidance in accordance with the practice of the Federal Tax Administration are reserved. Persons domiciled abroad may reclaim the tax in accordance with any double taxation agreements.

The following remarks refer to the taxation of direct federal tax. As a rule, the practice with regard to cantonal and municipal taxes corresponds to that of direct federal tax.

  1. Shares held as private assets: If the shares are repurchased by the company, the difference between the repurchase price and the par value of the shares represents taxable income (par value principle).
  2. Shares held as business assets: If the shares are repurchased by the Company, the difference between the repurchase price and the book value of the shares represents taxable income or a tax-deductible loss (book value principle). In the case of corporations and cooperatives, this income may, under certain conditions, entitle the holder to deduct the investment.

All shareholders must seek their own specific tax advice, and nothing herein is intended or should be considered as tax advice.

Further details on this Programme can be found in the official announcements which can be accessed using the following links:

Official buy-back announcements in German and French

Official buy-back announcement in German download

Official buy-back announcement in French download

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